My Little Pony  Friendship Isn't Always Enough
by dairu123
Summary: the entire group learns that friendship isn't always enough. Multiple pairings, Yuri mostly. F/F adult content warning!
1. Chapter 1

Disclaimer: I do not own My Little Pony. This has mature content and if you are under 18 or offended, then leave and don't come back, otherwise enjoy!

Chapter one: Friendship is harmony.

It's been a year since Twilight-Sparkle was ordered to come to Ponyville. She was pretty much forced to make friends with the pony's in Ponyville. Which she doesn't mind in the least, at least she doesn't mind now. The first month or so, she held a grudge against the princess. The first reason was because she didn't believe her when she warned about Nightmare Moon returning. Which she soon forgot about that grudge when Nightmare-moon was returned to good by the powers of harmony. The second and the worse reason, was because she didn't like the manor that she made her closest friends. Twilight didn't see it right that she made friends under false pretenses. The way she saw it, she was forced into friendship's. Looking back on it though, she would never take it back, so it was soon forgiven. Twilight was still required to stay in Ponyville, learning about the meaning of friendship. One thing that Twilight feared though, was if Celestia decided she learned enough and wanted her back at the palace to learn more spells. She would have to leave her friends.

It was the start of Autumn and once more Ponyville was holding the running of the leaves race. Which last year Twilight had won fifth place. Apple-Jack and Rainbow-Dash came in dead last because they were cheating and bickering the entire time. This year however, Rainbow-Dash wasn't entering. Apple-Jack was entering along side Twilight. What surprised the two was that Flutter-shy also joined in this time. Tomorrow was the running of the leaves and so the three decided on a sleep over so they could rest before the big race. Apple-Jack did have a different view on the subject and wanted to practice the whole time. Twilight had said that the best thing to do was to rest the day before so you wouldn't be tired. Seeing that Twilight had beaten them last year, she wasn't going risk not taking her advice.

In the Apple family Orchard:

Apple-Jack had prepared her bag with what she needed for the night. Toothbrush, Hairbrush, her usual straw hat, and her pajamas. Apple-Jack remembered the last time she had attended a so called sleep over. Last time it was with Rarity and Twilight. Rarity and herself had been caught in the rain and had sought refuge at Twilight's house. They were forced to stay the night. Half the night was horrible because she had been fighting with Rarity because she wouldn't get her hooves dirty and wanted everything perfect. They soon had to work together to get a giant tree out of Twilight's home that had fallen because of Apple-Jack. If she had listened to Rarity's perfectionist attitude, the tree wouldn't had fallen into Twilight's home. Which with her help, they fixed the problem and the rest of the night went well.

Apple-Jack just hoped that tonight would be less disastrous. Apple-Jack saw the library come into view and she started to tap her hoof on the door. Soon enough the door open to a little purple dragon, "Hey AJ"

"Howdy Spike, Where's ta girls at?"

"Flutter-shy hasn't arrived and Twilight went out for snacks for you two." Explained Spike.

"What'll ya be doin tonight Spike?" Apple-Jack questioned trying not to be rude, but also wanting the night to be girls only.

"Since Flutter-shy is staying here, I'm staying at her house to look over the animals." replied the little purple dragon.

"How mighty nice of ya, Spike." Apple-Jack complimented.

"Awww, it's nothing. I just figured you girls would like to be alone." Spike smiled.

"Hi Apple-Jack..." A pony said from behind her in a very hushed voice.

"Oh hey Flutter-shy." Apple-Jack greeted.

"Flutter-shy, I'm going to go on to your house, see you girls tomorrow." Spike waved as he left with his own bag and his blanky.

The two girls went into the library, otherwise known as Twilight's house and laid their things down in the middle of the floor.

"So Flutter-shy, when ya reckon Twilight be back?"

"I don't know, but if you don't want to wait... I suppose we could... play a game... that is if you... don't mind?" Flutter-shy asked in her usual shy way, in fear of offending any pony in any way.

"I s'pose we could play sum. I haven't the faintest idea of what though."

"Twilight told me where some board games are, or we could play twenty questions, or..." Flutter-shy became slightly energetic from the idea of playing with Apple-Jack.

"Whoa, hold yer fillies. What is Twenty questions?" Apple-Jack asked in her normal southern accent.

"We just go back and forth asking questions and find out more about one another. There are different ways of playing. We could just play to find out more about each other, or we can try lying and if the other catches you, you can dare them to do something." Flutter-shy said in a subtle tone.

"That sounds mighty interesting, let's try us a hoof of that game." Apple-Jack smiled.

"With the lying rule, or no?" asked a bashful Flutter-shy.

"With it, I'm a mighty fine white liar when I want'a be." Admitted Apple-Jack.

"Ok, do you want to start?" Flutter-shy asked.

"I s'pose I will." Apple-Jack said as she touched her hoof to her chin as she thought for a moment, then a question came to mind, "Flutter-shy, you ever get lonely in tat cottage of yer's with only those animals to keep ya comp'ny?"

"I do sometimes, I love my animals... but... they don't have too big... a vocabulary..." Flutter-shy stated as she stared down to the floor running her left hoof in a small circle on the floor.

"M'kay Surgarcube, it's yer turn." Apple-Jack smiled friendly to her shy friend.

"Mmm... Apple-Jack... What is your favorite color..."

"What kind'a question is that, can'ya not think of any better ones?" Apple-Jack asked with a playful laugh.

"Well... another did... pop into my mind... I didn't think it was polite to ask though..." Flutter-shy blushed as she lowered her head like she was going to get scorned.

"Go ahead sugarcube, I ain't gonna get mad at'cha." Apple-Jack stated now curious.

"Ok... Apple-Jack have... you ever had... a crush on another girl? Flutter-shy's face was a furious shade of red.

Apple-Jack blushed herself. She never expected a girl like Flutter-shy to asked something so personal. She always thought she would be too shy too. Which is why she thought she could win this game. Apple-Jack decided to try the lying part of the game, "No... I can't say I have..."

"You... are lying..." Flutter-shy said in a low tone afraid of making Apple-Jack mad by calling her bluff.

Apple-Jack wasn't sure whether to cheat at the game and say she was telling the truth, or just to admit to it. Apple-Jack did have a crush, she was never going to act on her crush though. Flutter-shy was her friend, she must not have a problem with girls liking other girls if she asked such a question.

"Yes... I do Flutter-shy..." This time it was Apple-Jack that lowered her head with a furious blush as if she was gonna get scorned.

"Really!..." Flutter-shy got really hyper for a second before she caught her outburst, "I... Do too..."

"Wait... And who might that be?" Apple-Jack asked curiously.

"I... I'd rather not say..." Flutter-shy backed away.

"You know tha game Flutter-shy." Apple-Jack said trying to get Flutter-shy to spit it out, "You can't ask such a question without consequence."

Flutter-shy stopped backing away and fell silent for a moment. She knew Apple-Jack was right. She can't just ask others of something like that and expect them not to want to know the same, "R... Rai..."

"Sorry Sugarcube, I can't hear ya." Apple-Jack directed her ear at Flutter-shy.

Flutter-shy couldn't seem to spit it out, and when she did, it was so quiet that Apple-Jack couldn't hear.

"Sugarcube?" Apple-Jack asked worriedly, "It's ok... if it bother's ya that much..."

"RAINBOW-DASH!" Flutter-shy yelled out in a short burst of courage.

Apple-Jack gritted her teeth and cringed at the sudden loudness right in her ear. Which shock also went through her body because it just so happened that Rainbow-dash was her secret crush also.

"What about Rainbow-dash?" Twilight asked as she walked through the door.

"I... I... I..." Flutter-shy turned crimson red as she tried to hide behind Apple-Jack.

"We... was just'a talking 'bout all the pranks Rainbow-dash had pulled this year, Yeah that's it." Apple-Jack said as a drop of sweat dropped from her forehead.

"Yeah... she just pranked me earlier. I bought this food and when I left, Rainbow-dash broke a rain cloud right on my head making the bad wet and it ripped. Making me have to pick up all the food." Twilight ranted.

"Hehe... Mighty good jokester huh Twi?" Apple-Jack sighed in relief in the back of her mind.

"Th... Thanks Apple-Jack..." Flutter-shy whispered to Apple-Jack.

"No problem Sugarcube." Apple-Jack replied.

Twilight sat her bag of food down on the table and then turned to the girls, "I thought that this time I wouldn't go by the sleepover book. So we can do whatever you girls like."

"How's 'bout we get in our jammy's first?" Apple-Jack offered.

"Sounds good." Twilight smiled, "Flutter-shy, what do you want to do after that?"

"I... …" Flutter-shy was cut off as a growl emanated from her stomach.

"Then dinner it is. I brought stuff for s'mores. I also brought more filling food just in case." Twilight stated as she used her magic to pull the s'more ingredients out of the bag.

They began awkwardly making s'mores and had to teach Flutter-shy what went where. The sun was hiding behind the mountains that out-skirted the evergreen forest. You could see a rainbow dart across the sky letting the girls know that Rainbow-dash was out clearing the night sky of the clouds.

"I thought we could all have a make-over. I even brought my personal make-up." Twilight-Sparkle said excitedly.

"Whatever you want Sugarcube." Apple-Jack answered.

Twilight started pulling makeup out of her bag and Apple-Jack noticed that Flutter-shy was looking out the window at the rainbow that would dart across the sky.

"You ok Flutter?" Apple-Jack asked with concern.

"I..." Flutter-shy adverted her gaze with embarrassment.

"Flutter-shy, you ok? You look a little red." Twilight asked as she laid down the makeup.

"Yeah... I'm fine..." Flutter-shy stated.

"Who wants to go first then?" Twilight asked.

"I reckon I will." Apple-Jack offered.

Twilight motioned for Flutter-shy to join in and they started on Apple-Jack. Half an hour later, all three girls were all plastered with makeup. Apple-Jack walked to the mirror and blushed at what she saw. She was... beautiful. She had always considered herself a work horse. She didn't much care if she was beautiful or not. That was until Rainbow-dash was around. Rainbow-dash was instantly on her mind and she could just imagine herself looking into Rainbow-dash's scarlet eyes as the cyan Pegasus told her how beautiful she was with makeup on.

"Earth to Apple-Jack..." Twilight called out.

"Oh... um... I sure is sorry Twi... I just drifted off for a minute." Apple-Jack lied.

"I guess that means bed time. I prepared a bed across from mine." Twilight stated as she turned out the lights and headed upstairs.

Apple-Jack and Flutter-shy followed as Twilight crawled into her own bed. Flutter-shy and Apple-Jack crawled into the bed next to each other in the other bed.

"Good night girls, don't let nightmare-moon bite tonight." Twilight giggled at herself.

"Goodnight Twilight." Both girls replied.

All fell silent and Apple-Jack laid there gazing out the window. That is until she heard Flutter-shy whispering her name. Apple-Jack rolled over and was face to face with Flutter-shy.

"I... never got to know... who your crush... was..." Flutter-shy whispered trying not to wake Twilight if she was asleep.

"I..." Apple-Jack looked at the innocent Flutter-shy and didn't much have the heart to say that her crush was also Rainbow-dash, "You... don't know her..." Apple-Jack lied.

"Oh... I hope you can tell her how you feel one day..." Flutter-shy whispered as she curled up to Apple-Jack.

"... Me... Me too..."

Apple-Jack sighed as she stared up at the ceiling for the longest time. She had went so long without confrontation with her feelings for Rainbow-dash. Now because of Flutter-shy, she once again couldn't get Rainbow-dash out of her mind. Sleep soon fell over Apple-Jack before she even knew it.

Apple-Jack Dream Mode:

Apple-Jack looked around and immediately recognized where she was. She was at the Grand-Galloping-Gala. She was in a cowgirl-style dress and she could tell that Rarity was behind it's design. She wadded through the crowd of party-goers and then the lights dimmed. Subtle slow dancing music started to play and she suddenly felt a tap on her shoulder. She turned around and her heart skipped at what she saw. Rainbow-dash was in a dashing rainbow tux. Rainbow-dash's hoof was extended wanting Apple-Jack to place her hoof in her own. Apple-Jack didn't know why she did, but she slowly placed her hoof into Rainbow-dash's and was immediately brought up onto both hind legs. Rainbow-dash led Apple-Jack's hoof to her hip and gripped the other firmly in her hoof as they began to dance. Apple-Jack didn't know how to dance, but surprisingly she didn't miss a beat. Her gaze was frozen on Rainbow-dash's scarlet eyes. The song slowly came to a stop and so did their dancing. Apple-Jack's heart was skipping as Rainbow-dash's lips were coming closer and closer to hers.

Apple-jack was disappointed when Rainbow-dash was jerked away.

"Flutter-shy?" Apple-Jack questioned.

Flutter-shy had grabbed hold of Rainbow-dash and was now pulling her out of the building. Apple-Jack tried running after but they just seemed to be getting farther away.

Apple-Jack jolted up out of bed covered in sweat, her heart racing and tears rolling from her eyes. She couldn't believe what she had just dreamt. What surprised her more, was she was missing Rainbow-dash more than ever now. Apple-Jack remembered the part where Flutter-shy was pulling Rainbow-dash away. She looked to the sleeping Flutter-shy that was curled up next to her. Apple-Jack knew better than to let a dream make her mad at Flutter-shy because of something like jealousy. She slowly calmed down and her heart skipped as she heard someone talk to her.

"You ok Apple-Jack?" Twilight asked.

"Can... I talk to you... somewhere more private?" Apple-Jack asked.

Apple-Jack needed someone to talk too. She trusted Twilight and knew she could probably help. The two went down stairs and Twilight lit a couple candles.

"What's on your mind, Apple-Jack?"

"Flu... Flutter-shy told me... she has a crush on... some-pony... and I have... the same crush." Apple-Jack lowered her head, "I just don't understand what to do, I'm more confused than a cat wit bags tied around it's feet."

"If I were you, I would just tell Flutter-shy that." Twilight came straight out and stated.

"How could I? You know yer'self that Flutter-shy would be heartbroken... I can't do that to her..., and I know Rainbow-Dash wouldn't want us fighting over..." Apple-Jack paused as she caught what she had just said.

"Wait... You and Flutter-shy have a crush on Rainbow-dash? But... she's a girl!" stated Twilight in utmost shock.

"Please don't tell anyone I'a told her, Sugarcube. I'm not even quite sure of mah feelin's yet..." Apple-Jack pointed out with worry on her face.

"Don't worry Apple-Jack... I can keep a secret, but... how long have you had a crush on her?"

"As long... as I can remember..." Apple-Jack admitted, "But I have been able to push away my feelings, and now I can't stop thinking about her since Flutter-shy admitted her feelings..." sighed a hopeless Apple-Jack.

"I'm sorry... I'm usually more help, but I just don't know what to do in this case..." Admitted Twilight.

Apple-Jack sighed, "That's ok, Sugarcube. I reckon I outta just go to bed for now... Big race and all..."

"Good idea, and if anything you could just wait and see what happens. I'm just worried that Flutter-shy will admit her feelings to Rainbow-dash and then you wont ever have your chance to tell her about your feelings... Then again Flutter-shy would have to go without... AHHhhh... I don't know what to do..." Twilight lowered her head in sadness for her friends.

"Surgarcube... just dont'cha worry. Everything will be ok." Apple-Jack lied.

"Ok... let's get to bed..." Twilight said heading up the stairs.

"I hope..." Apple-Jack whispered to herself as she followed Twilight up the stairs.

Surprisingly it didn't take long for Apple-Jack and Twilight to fall asleep. Luckily Apple-Jack didn't have anymore dreams that night either. All that was left was to rest up for the upcoming running of the leaves.

Author's notes: (Warning: what happens in author's notes is just for comedy, it's not part of the story.)

Dairu: I hope every-pony liked the first chapter of My Little Pony: Friendship isn't always enough.

Twilight: So what is going to happen between Apple-Jack, Flutter-shy, and Rainbow-dash?

Flutter-shy: You... told her? (Tears started welling up into Flutter-shy's eyes.)

Apple-Jack: Flutter-shy... I didn't mean...

Flutter-shy: (Flies off crying.)

Apple-Jack: Flutter-shy come back! (flies after her.)


	2. Chapter 2

Chapter Two: Running of the leaves

Up in the sky was a hot air balloon that hovered over the race ponies that stood below stretching their hooves and body parts. In the balloon stood Pinkie-Pie, and Spike. Once again this year, Spike wanted to help with the announcing for the race. Pinkie-Pie was the main announcer.

"Once again we prepare for the Running of the leaves and our contestants seem rared up to go." Spike announced from a metal microphone.

"That's right Spike, It'll be a super dooper stooperly stooper heck of a race." Pinkie-Pie spazzed.

Apple-Jack stretched her legs as she had managed to push Rainbow-Dash out of her mind. At least for the time being. She smiled at Flutter-shy that gave a weak reassuring grin. On Apple-Jack's other side stood Twilight which was also stretching.

"On your mark, get set..." Spike was getting ready.

"GOOOO." Pinkie-Pie interrupted as she popped a balloon that she brought out of no where which started the race with a loud pop.

Apple-Jack stayed back with Twilight. She was planning on using her strategy from last year. Slow and steady wins the race. Last year Twilight took her time and at the very end while every-pony was worn out, Twilight darted up ahead and made fifth place. This time however, Apple-Jack was in it to win it. Apple-Jack leisurely trotted next to Twilight. Flutter-shy was looking at the confused, "You two do know it's a race... don't... you...?"

"Don'tcha fret, Sugarcube. This is how Twi won last year." Apple-Jack stated.

"Really?" Flutter-shy asked in shock.

"Yeah, at the end I darted up ahead and won fifth place." Twilight somewhat gloated.

"I'll try it too then..." Flutter-shy said quietly as she walked next to the other two.

They continued to walk as leaves were falling from the trees. Last time Apple-Jack didn't get to see it because she was in too much of a hurry to beat Rainbow-Dash. This time however she was seeing the beauty of the vast amount of colorful leaves that were falling in every which direction. 

"Hey slowpokes!" A voice called from above.

The three girls looked up to see Rainbow-Dash leisurely watching the race from a cloud. Apple-Jack and Flutter-shy was speechless, they were instantly wondering what the other was thinking. Apple-Jack knew about Flutter-shy's crush and Apple-Jack felt guilty from having the same crush.

"Hey Rainbow-Dash." Twilight waved.

"I thought this was a race, not a nature walk!" Rainbow-Dash teased.

"Oh really, I don't see you racing none." Apple-Jack retorted. Her competitive side getting the best of herself.

"Come on AJ, Let's see just how fast those legs of yours can carry ya." Rainbow-Dash edged on.

"Fine then." Apple-Jack grinned as she darted off in a fast run.

"Wait! What about the... strategy..." Flutter-shy frowned.

Flutter-shy looked up at Rainbow-Dash that was watching Apple-Jack dart up ahead. Flutter-shy huffed as she whispered to herself, "I need to beat Apple-Jack, I want to show Rainbow-Dash I can do it too..."

Without warning Flutter-shy started running as fast as she could. Trying to catch up to Apple-Jack. Apple-Jack was shocked when moments later, Flutter-shy was right next to her with a determined look on her face.

"Whooo-WEE cowgirl, didn't know you could run so fast." Apple-Jack laughed as she cheered Flutter-shy on.

"You girls can't possibly win running like that!" Rainbow-Dash teased trying to see how far she could push them.

"Oh yeah Rainbow, watch this!" Apple-Jack lowered her head as she charged as fast as she could. She easily sped up to first place.

"HEY!" Flutter-shy yelled in a surprisingly loud voice.

Flutter-shy did the same and zoomed up ahead, neck and neck with Apple-Jack.

"Apple-Jack takes the lead." Spike called out into the mic.

"And what's this? Flutter-shy shy's her way and now they are neck and neck." Pinkie-Pie stated.

"I wonder if anything could possibly stop the two from winning." Spike commented.

"I bet a rock could, or maybe a banana, or even a dragon, or or... a um... party that was magically in the road or..." Pinkie-Pie randomly ranted.

"Um... Anyway... seems Apple-Jack and Flutter-shy are fighting to stay in first." Spike stated as he looked at Pinkie-Pie like she was crazy.

Twilight sighed as she spoke to herself, "This might turn out like a repeat of last year..."

Rainbow-Dash laughed at her success of edging the girls on. She was surprised that Flutter-shy was giving Apple-Jack a run for her money.

"Please Apple-Jack... I need to win..." Flutter-shy pleaded to the orange pony.

"Why? It's just a race." Apple-Jack pointed out.

"The... only reason... I wanted to race... was to prove myself to Rainbow-Dash... She's so athletic and awsome... I just wanted to show I can too..." Flutter-shy said in a worried yet hushed voice.

"Oh Sugarcube... You don't need to win to show that your worth any-pony." Apple-Jack tried to cheer her up.

"I... Just got too win..." Flutter-shy said with determination in her voice as she raced ahead.

Apple-Jack's heart sank as jealousy shot back into her heart. The thought instantly shot into her mind of Flutter-shy winning and Rainbow-Dash and her going off on there own. Ruining Apple-Jack's chance of a relationship with Rainbow-Dash. Apple-Jack fought herself when she thought that. All this time she had forced her feelings away and now that she has competition, she couldn't bare the thought. Apple-Jack growled loudly as she yelled, "Oh no you don't!"

Apple-Jack raced up ahead and once again they were neck and neck.

"Apple-Jack..." Flutter-shy whispered.

"Sorry Sugarcube, this is a fair race, I ain't gonna just let you win." Apple-Jack stated trying to make herself sound honorable.

A tear ran from Flutter-shy's eyes as she used all her might to dart up ahead. Apple-Jack was shocked to say the least that little Flutter-shy was easily faster than her. The race darted in a valley and they slowed down as to not make an avalanche.

"Flutter-shy, be very quiet in here." Apple-Jack whispered.

"I will win..." Flutter-shy was determined and saw this as a chance.

Flutter-shy darted into a run. Making rocks from above slowly fall.

"Flutter-shy!" Apple-Jack whispered in shock.

"NO..." Flutter-shy accidentally yelled back.

Flutter-shy and Apple-Jack froze as large boulders and rocks started rushing down on top of them. They were right in the middle of the valley. Running either way was too far to escape. Then Apple-Jack saw a cave and quickly ran and pulled Flutter-shy into it. They were soon caved in. Flutter-shy realized at what had happened. She had caused an avalanche and now they were both trapped and it was all her fault.

"I'm... so sorry... Apple-Jack..." Flutter-shy started to cry.

"Don't you fret, Sugarcube. I understand yer feelings." Apple-Jack admitted.

"You... do?" Flutter-shy sniffled as she wiped away one of her tears.

"Yeah... I um... I'm always tryin to impress my crush." Apple-Jack stated as she tried to make Flutter-shy feel better.

"What... do you do... to impress her?" Flutter-shy questioned.

"She can be kind of head strung and competitive, I'm always tryin to out do her." Apple-Jack tried to word it to not let her know it's Rainbow-Dash.

"Oh... I just wish I could just come out and tell her my feelings..." Flutter-shy lowered her head.

"Flutter-shy... I have to admit sumthin." Apple-Jack started before Flutter-shy interrupted.

"I see a light!" Flutter-shy happily smiled as she walked toward the light.

Suddenly rocks were being pulled from the cave entrance. Twilight going her leisurely pace had heard the two talking and used her magic to lift the rocks away.

"Twilight!" The two girls smiled as they darted from the cave.

"No problem, let's get back to the race." Twilight smiled at the two.

"There you three are!" Rainbow-Dash called from above.

"We just hit a wall is all. But all's good now." Apple-Jack stated as she trotted alongside Flutter-shy and Twilight.

Instead of lunging off to get in first, they just stood back staying with Twilight.

"I'm sorry again Apple-Jack..." Flutter-shy apologized.

"It's mighty alright, Sugarcube." Apple-Jack stated.

"Here we go girls, the finish line." Twilight called out as she started to run.

The finish line was coming into view and soon they would see who would be the winner. All the pony's up in front were tired and worn out. Twilight, Flutter-shy and Apple-Jack easily jumped up into the lead.

"How's bout we all finish together?" Apple-Jack offered.

Apple-Jack thought that this way, no one would be a loser.

"Sounds good to me." Twilight smiled.

"Sure..." Flutter-shy smiled shyly.

The three girls made sure to be neck and neck. They easily crossed the finish line as they all tied in first place. Pinkie-Pie landed on the ground and both Spike and her started hanging first place medals around their necks.

"That was AWSOME!" Rainbow-Dash cheered as she darted from her cloud.

"And that it was." Celestia stated as she seemingly came out of nowhere.

"Princess!" The girls said in shock.

"I come every year to the running of the leaves." Admitted Celestia.

"I decided to come this year too." Luna said as she walked out from behind her larger sister.

"NUUUUU it's NIGHTMARE-MOON!" Pinkie-Pie yelled out as she ran.

Luna sighed as she lowered her head.

"Ignore her Princess Luna, she just likes scaring every-pony." Twilight stated.

"We are over this scare thing, We are not worried." Luna said trying to stay in a soothing voice like Twilight had taught her before.

"I'm curious on what you have learned this time around Twilight-Sparkle?" Celestia asked.

"I've learned that you don't always need to be the best in order to impress some-pony. You just need to do your best and have fun doing it." Twilight stated and smiled as if to pat herself on the back.

"Very good Twilight." Celestia complimented.

After things settled after the race, Celestia had left and Luna had stayed to spend some time outside the castle.

"Luna, when are you going back?" Twilight asked straight forward.

"We are planning on living in Ponyville for awhile. To learn of the new ways of the pony's. We are still not accustomed of the pony's easygoing ways."

"I reckon that's a mighty fine idea, Princess Luna." Apple-Jack smiled.

"Yeah, It's awesome to have new friends, especially one that can fly." chuckled Rainbow-Dash.

"Rainbow..." Flutter-shy called in a very low voice.

Rainbow-Dash couldn't hear her because she was literally whispering. Flutter-shy was trying to build up the courage to tell Rainbow-Dash about her feelings. Apple-Jack noticed and figured that if Flutter-shy and Rainbow-Dash was meant to be together, then she should have the chance to tell her that. Apple-Jack put her feelings aside like she had so many times before and called out, "Rainbow, Flutter-shy wants to talk to you."

"Oh?" Rainbow-Dash trotted over to Flutter-shy, "What's up Flutter-shy?"

"Oh... Rainbow-Dash... I... need too... Talk to you..." Flutter-shy managed to say just loud enough for her to hear.

Twilight was watching out of the corner of her eye as she talked to Luna. She was worried about what was going to happen and tried to watch to see if Apple-Jack was going to be heartbroken.

"Let's go over here then." Rainbow-Dash offered as Flutter-shy followed away from the others.

They stopped under a tree and Flutter-shy started mumbling something under her breath.

"Flutter-shy, I know how bashful you are, but I can't hear you when you get shy like this." Rainbow-Dash stated.

"I..." Flutter-shy couldn't seem to spit it out. Every second was making her more nervous.

"Flutter-shy... The others are waiting..." Rainbow-Dash stated getting impatient.

"I... have... a crush on..." Flutter-shy said slowly.

"A crush... on who?" Rainbow-Dash raised an eyebrow.

"You... I have... I... mean..." Flutter-shy was started to shy away again. A red blush apparent on her face.

"I think I know what you are getting at Flutter-shy... I love you as a friend... I too have a crush though... I just don't like you in that way... I'm... sorry..." Rainbow-Dash said as she started backing away slowly.

Poor Flutter-shy felt like her heart was just ripped in half. Tears ran from her eyes and she took flight up into the sky. Heading straight for her cottage.

"Rainbow... What in tarnation did you do?" Apple-Jack asked in an almost furious voice.

"She said... she had a crush on me... I just don't like her that way..." Rainbow-Dash admitted.

Rainbow-Dash felt like a pony-pattie right about now. She had hurt Flutter-shy but she didn't know how else to reply. She didn't like Flutter-shy that way. She had another pony in mind and now she was afraid her crush was mad because she made Flutter-shy cry. Rainbow-Dash was now determined to fix this. She darted up into the sky and headed for Flutter-shy's cottage. She arrived and apparently Apple-Jack had beat her there. The door was open and she peered inside. Flutter-shy was in the middle of the floor crying her eyes out with a sorrowful Apple-Jack trying to make her feel better.

"Flutter-shy... I..." Rainbow-Dash started.

"Rainbow-Dash... It's ok... I spoke to Apple-Jack... If you don't like me that way... it's ok..." Flutter-shy sniffled, her heart still breaking even though she understood.

"Flutter... I'm sorry... I can't lie to myself into thinking I like you that way..." Rainbow-Dash said feeling sorry that she couldn't return her feelings.

"Rainbow... I'a reckon you outta just give her sum space." Apple-Jack stated as she led her to the door.

Apple-Jack led her outside and closed the door behind them, "Rainbow... I know you didn't mean to hurt her... but why... do you not like fillies?"

"Actually... I have a crush on a fillie..." Admitted a blushing Rainbow-Dash.

"Really... Who?" Apple-Jack asked feeling down that Rainbow-Dash liked some-pony else, but was trying her best to put aside her feelings at the moment.

Rainbow-Dash fell silent and just sat there.

"Rainbow... Come on, I'm just about your best friend. You can tell me." Apple-Jack tried to reassure.

Apple-Jack's eyes went wide when a pair of lips were forced against hers. Rainbow-Dash had kissed Apple-Jack and sparks were flying inside Apple-Jack's head. She was happy that her crush was returning her feelings, but inside ached for Flutter-shy. Rainbow-Dash pulled away and before Apple-Jack could say anything, Rainbow-Dash darted off into the sky. Apple-Jack was too stunned still to follow. Apple-Jack just decided to head inside to keep Flutter-shy company.

"Flutter-shy, you seemed to have calmed down a little..." Apple-Jack said as she used her hoof to place a strand of hair behind her ear.

"Yeah... I still have a crush on her, but somehow... it doesn't bother me so much now."

"Sugarcube listen, I know there are a lot of sea-ponies in the sea, you just need to find yours and never let him or her go." Apple-Jack tried to reassure, "And who knows, maybe you could ask one of the other ponies out."

"I suppose..." Flutter-shy lowered her head to the floor on top of her hooves that lay crossed on the floor.

Apple-Jack started to lay down next to Flutter-shy when she said something, "Apple-Jack, I think I just need to be alone right now..."

"If that's what you really want?" Apple-Jack stated as she walked toward the door.

"And... Thanks..." Flutter-shy said with a weak smile.

"No problem there sugarcube." Apple-Jack gave a smiled before closing the door behind her.

Author's notes:

Dairu: Here is chapter two. What will Apple-Jack do about Rainbow-Dash's feelings and how will Flutter-shy get over her loss. Finally getting up the courage to tell her how she felt, and was turned down.

Apple-Jack: I'a think she'll be fine.

Twilight: Easy for you to say... You found out Rainbow-Dash likes you.

Flutter-shy: Wh... what? (starts to cry)


	3. Chapter 3

Chapter three: Pony of the night

Twilight-Sparkle didn't follow, thinking that she would only muddy things up if she butted into Apple-Jack's problem. Later she heard on how Rainbow-Dash liked her back. She did however know that Flutter-shy was feeling awfully crappy. Luna was staying with Twilight at the moment until she could have herself a house built in Ponyville.

"That's pretty much what happened." Twilight-Sparkle stated to Luna.

"Poor Flutter-shy..." Luna lowered her head in sorrow for the shy pony.

"I just hope she isn't too depressed over it." stated Twilight as she placed some scattered books onto the shelf.

"Maybe some-pony should go over and check on her?" Spike said as he also helped put up some books.

"I could always go. I've gotten to know Twilight and I was wanting to get to know her friends anyway." Luna offered trying not to sound too excited about it.

"I think that's a wonderful idea." Twilight gleamed.

"Then it's settled." Spike smiled, "Luna you go on ahead, we will have everything cleaned up and you just come back when your tired."

"Your being awfully generous there Spike." Teased Twilight.

"Just in a good mood is all."

"Or was it because Rarity complimented on how clean you managed to keep your scales, even after digging for all those gems for her." Twilight said trying to make Spike blush, and sure enough Spike turned a crimson red.

As the two were talking Luna managed to sneak out. She was on her way towards Flutter-shy's cottage. Something then caught her eye as she neared town square. Rainbow-Dash's tail was hanging off the side of a cloud. Luna took to the air and landed next to the Cyan Pegasus, "Hello."

"AAHHhh." Rainbow-Dash wasn't expecting the sudden guest and flew straight up into the air.

"I'm sorry, I didn't mean to startle you..." Luna apologized.

"Nightmare... I mean Princess Luna... what are you doing here?" Rainbow-Dash questioned.

"I was going to see Flutter-shy when I saw you up on this cloud." Luna replied.

Luna didn't catch it, but Rainbow-Dash had a picture behind her back of Apple-Jack. She was embarrassed that she had kissed her best friend. She felt deeply for her, but she was scared that every-pony would make fun of her. She was already a tomboy and the three ponies that always calls her Rainbow-Crash also picked on her for being too boyish. Especially for a colorful Pegasus. She was afraid that if anyone found out she liked fillies that they would pick on her even further.

"Oh..." Rainbow-Dash's heart sank at the mention of Flutter-shy.

"I know you didn't mean to hurt her, I would have done the same thing if I didn't feel anything for her, even if I didn't have someone else in my heart already." Luna said as she sided with her.

"Really?" Rainbow-Dash's ears perked up and her hopes lightened.

"Yeah, so just don't beat yourself up about it." Luna smiled.

"Thanks, and... tell Flutter-shy hi for me..." Rainbow gave a smile in relief.

"I will." Luna stated as she flew off from the cloud.

Flutter-shy's cottage:

"At least I still have you Angel." Flutter-shy stated to her little pet bunny.

Suddenly a knock tapped on her door. Flutter-shy slowly opened it and her heart skipped, "Nig... Nigh... NIGHTMARE-MOON!"

Flutter-shy flew backwards hitting a wall, her Turquoise eyes growing small and she curled up in a ball shivering.

"Do not cower Flutter-shy, we do not mean any harm. We... I mean I just wanted to see how you were..." Luna said as softly as she could.

Flutter-shy was still shaking slightly as she answered, "I... I... I..."

"Please... I was just worried about you... Twilight told me everything about how Rainbow-Dash turned you down... How she had a crush on some other pony..." Luna stated desperately trying to make Flutter-shy understand she wasn't there to harm her.

Flutter-shy slowly pushed herself onto all fours as she calmed down slightly, "Luna... I just want... to be left alone... thanks anyway..." Flutter-shy's ears laid back and she turned her back to Luna.

"Please... I... Just want to help..." Luna frowned.

"How... can you..." Flutter-shy looked back at her.

"I don't know, but... I'd like to try..." Luna offered as she stepped toward the shy yellow and pink pony.

Flutter-shy shook slightly, her fear of Nightmare-moon still lingering.

"We could have the fun that sir Apple-Jack had showed me back at Nightmare-night." Luna smiled lightly.

"What... do you have in mind?" asked a now curious Flutter-shy.

"We are not so knowledgeable with the games. You could show one, yes?" Luna nodded with hope in her eyes.

"Sure... I suppose... it would be fun..." Flutter-shy flapped her wings as she flew to a shelf, pulling out a board game.

Flutter-shy placed the game on a small round table and began setting it up. Luna looked at the strange box as she read the name out loud, "Cotton Candy Land?"

"It's one of my favorites."

"We will try then." Luna smiled.

"Ok, you pick first, would you like the blue, red, green, white, or black piece?" Offered Flutter-shy.

Luna picked up the black piece and laid it down on the board that said start on it.

"Very good, I'll go first just to show you what to do." Flutter-shy said nicely.

Flutter-shy rolled the die and rolled a seven. She moved her dice several places and picked up a card, "You landed in the candy pit and now you are stuck. Skip your next turn..."

"Why is a place of... candy... so dangerous?" Luna asked with total confusion.

"It's... just part of the game..." Flutter-shy lowered her head.

Hours passed and they grew bored with the game. Luna had won both times but Flutter-shy didn't mind because both times Luna won, she would get so excited and happy. Flutter-shy just loved how happy Luna would get over something so simple as a board game.

"What other types of fun is there?" Luna asked happily.

"There are variety's of games." Flutter-shy mentioned.

"What do you mean?"

"There are games that are mystery's or horrors, simple card games, and games that help you learn about each other. There is even a game that you can get the truth out of some-pony or dare them to do something." Flutter-shy tried to name all the games she could think of.

"How about that last one?" Luna asked as she waved her hoof.

"Truth or dare? I don't know..." Flutter-shy frowned.

The last time she had played it, Pinkie-Pie made her dress as a clown and wear a lamp shade on her head the entire night.

"And why not, I thought all games were... fun?" Luna asked with confusion yet again on her face.

"Yeah, but games like truth and dare... can get..." Flutter-shy paused unable to think of the right word.

"I can see why a game that dares another to do something embarrassing, or find out a deep secret about them could be hazardous." Luna stated trying to make sense of why Flutter-shy didn't want to play.

"I suppose we could play though... It couldn't be worse... than when Pinkie-Pie forced me to wear a lampshade on my head." Flutter-shy blushed.

"Why a lampshade?" Luna raised an eyebrow.

"I guess she thought... it was funny." Flutter-shy looked away.

"Well we promise I wont make you wear a lampshade on your head." Luna stated with all seriousness.

"We... could play then... if you want..." Flutter-shy lowered her head.

"Then could you please start?" Luna stated, wanting to make sure she knew how to play before her turn.

Flutter-shy thought for a moment before asking, "Truth or dare."

"I suppose I should start with truth."

"Do you remember all the bad things you done while... you were... nightmare-moon?" Flutter-shy asked hoping she wouldn't get offended.

"Yes... it haunts me every night... I couldn't believe that I had turned so evil..." Luna frowned, sadness filling her face.

"I'm sorry" Flutter-shy lowered her ears back, sorry she had asked.

"I suppose it's my turn, Truth or Dare?"

"Truth..." Flutter-shy said in a soft delicate tone.

"Rainbow-Dash is wild and very athletic, why is some-pony like you interested in a pony like that?" Luna asked with seriousness apparent in her voice.

Flutter-shy fell silent, she honestly didn't know. She had always looked up to Rainbow-Dash. Rainbow-Dash was the only other Pegasus that she was friends with.

"I... don't know..." Flutter-shy managed to reply, looking down to the floor saddened that she couldn't answer.

"A thousand years ago, you would marry and not ever actually love that pony. Nowadays it seems that you pony's pick your lover, male or female." Luna stated from what she had assumed.

"Luna... some ponies think it's wrong... for pony's to be with the... same sex..." Flutter-shy blushed just talking about this subject.

"Why?" Luna raised an eyebrow, "You and the others seem ok with it?"

"I think were just... more open minded... Most pony's believe it's a... sin..." Flutter-shy was really wanting to change the subject about now.

"Personally, we believe that any-pony should fall in love and not worry about gender." Luna said closing her eyes and raising her head in an honorable fashion. Stomping her hoof to the floor making Flutter-shy jump in the sudden loud thud.

Luna noticed Flutter-shy back away and feared that she had scared her, "I'm sorry... I didn't mean to scare you..."

"I... think your right..." Flutter-shy raised her head.

"You... do?" Luna asked in surprise.

"Yeah, I have always dreamed of falling in love." Flutter-shy's bashfulness went away for a brief moment as she imagined being held by some-pony that she would hold closest to her heart.

Luna smiled at Flutter-shy and started giggling. Flutter-shy looked at her worried, "Did... I do something... funny?

"No, we just think your cute is all." Luna smiled as Flutter-shy blushed a furious crimson.

Luna walked over to Flutter-shy and slid a deck of cards in front of her, "How do we have fun with this?"

For several moments Flutter-shy did not answer. Luna's words ran repeatedly through her mind and she whispered, "Cute..."

"Sweetie... are you ok?" Luna asked in worry.

Flutter-shy shook her head furiously trying to force away her shock.

"Your not ok? What's wrong?" Luna asked starting to get worried, "Are you getting sick?"

Luna then kissed Flutter-shy's forehead to check to see if she was running a fever. Flutter-shy's heart skipped as she felt Luna's lips press against her forehead. She nearly fainted before Luna finally pulled away.

"You don't have a fever... Flutter-shy tell me what's wrong..." Luna asked in a panicked voice.

"I'm... Fine... let's play..." Flutter-shy stated still in slight shock. Her blush unwilling to leave her face.

Flutter-shy shakily fiddled with the deck of cards as she set up a game for go fish. The rest of the night went fairly uneventful and once the sun disappeared from sight, Luna said her goodbyes.

"Good night Flutter-shy." Luna said as she smiled to her new friend.

"Goo... goodnight..." Flutter-shy adverted her gaze with a blush.

Luna took a step toward Flutter-shy and placed a kiss on her nose. Flutter-shy blushed as she asked, "Was that... a traditional... good bye or... something?"

Luna just giggled as she spread her wings and took off into the sky. Flutter-shy called out in desperation, "WAS IT?"

No answer came to Flutter-shy as she saw Luna one last time as her shadow flew across the moon.

Author's notes:

Dairu: Ok chapter three is out. I hope every-pony likes who I pair up.

Flutter-shy: Luna... seems very nice...

Angel: (makes a kissy noise)

Flutter-shy: That's not very nice, Angel...


	4. Chapter 4

Chapter four: I spy with my little Pinkie-Pie

Big Macintosh looked over his shoulder and saw nothing but the usual busy town square. The fountain making calming sounds of running water. He turned back to what he was doing. Closing up his cart of apples after selling them for most of the morning. He had let his sister Apple-Jack off for the day and had done the selling and the gathering of the apples for the cart. Now he had to go back since he was out of apples and eat lunch. Which usually intended on eating with Granny Smith. She wasn't much of a conversationalist because she was so old and couldn't hear much. Apple-Jack usually was with her friends or working. Which bless her soul she was working most of the time.

As Big Macintosh passed through town, just reaching the outskirt of the Apple orchard, he saw a flash of pink. He took a double take but nothing was there. He shook off the feeling of being watched and headed through the apple orchard. A soft wind blew and pollen went across his snout. Macintosh huffed and breathed deeply in. He let out a mighty roar of a sneeze. Then from a nearby bush, "Scat there tom cat, your tails on fire."

"Now I know some-pony is there... Come on out..." Macintosh demanded.

"Aww... I was being so stealthy wealthy too." Pinkie-Pie stated being herself.

"Were you following me?" Macintosh asked.

"Yes, I saw you were alone and no one should be alone. Especially on a day like this!" Pinkie-Pie spazzed hopping in place.

"Um... I reckon you could have lunch with me..." Macintosh stated with an unsure sigh.

"THAT'D BE GREAT!" Pinkie-Pie yelled making Macintosh fall back onto his rear end.

Pinkie-Pie tilted her head at Macintosh, "Why you fall for? And how, I don't see any rocks around here?"

Macintosh gave a nervous chuckle before standing up, "We outta go before Granny Smith be missin' us."

"Okie dokie!" Pinkie-Pie said as she bounced when she followed the big red Macintosh.

They walked silently and Pinkie-Pie skipped the whole way. Macintosh sighed in relief as he saw the house come into view. His heart sank as he heard loud noises notifying that Apple-Bloom had her friends over today. Macintosh hesitantly stepped into the house and was ignored by the three girls Apple-Bloom, Scootaloo, and Sweetie-Bell.

"Whatt'a in tarnation are you girls doing... makin a mess?" Macintosh said with irritation clear in his voice.

"Were making sandwiches with Granny Smith." Scootaloo was the first to answer.

"Yeah, but Granny kind'a fell asleep." Apple-Bloom replied second.

"I dun reckon you made extras? Pinkie-Pie decided to have lunch wit me." Macintosh stated.

"But... then where is Pinkie-Pie?" Sweetie-Bell asked sweetly.

Macintosh started looking around and went to look out the window. His nose was bumped as Pinkie-Pie popped in the window, "Here I am!"

"So random Pinkie-Pie." Scootaloo laughed.

"Girls, let's see if we got a sandwich makin cutie mark." Apple-Bloom stated as she presented her flank.

"Awwww..." The girls moaned as they saw that their flanks were blank.

"Don't you fret girls, yall will get it someday." Apple-Jack stated as she walked through the door.

Macintosh gave a small smirk as her sister walked through the door. At least someone he didn't mind around came in.

"Hiya Apple-Jack." Pinkie-Pie greeted.

"Why hello thar Pinkie. What brings you here? Need more apples for the cake shop?" Apple-Jack questioned.

"Nopedy popedy, I is here to eat with your brother!"

Apple-Jack gave Macintosh a surprised confused look as if waiting for a reason.

"She kind of... invited herself..." Macintosh adverted his eyes in embarrassment.

Growing up with Granny Smith, Apple-Bloom and Apple-Jack. He found it hard to say no to the girls. He even found it hard to say no to other girls out in town.

"Sugarcube... I dun mind you havin lunch wit us, but could you tone it down a little?" Apple-Jack tried to ask as nicely as she could.

"Of COURSE!" Pinkie-Pie yelled out.

Apple-Jack gave her a disappointed look.

"I mean... Of course." Pinkie-Pie said in a whisper.

"Thank you." Apple-Jack smiled.

Apple-Jack brought out a basket from a closet and started filling it with sandwiches and apples from her fridge. A couple pieces of cake and some canned drinks.

"Apple-Jack, where you goin off too?" Macintosh asked.

"She has a LOOOOVEeeer!" Pinkie-Pie spazzed as she forgot that she said she would tone it down.

"Pinkie-Pie!" Apple-Jack snapped.

"Is that true?" Macintosh asked.

"I... not really... I don't think..." Apple-Jack had to think for a moment.

Apple-Jack hadn't really made it official with Rainbow-Dash. She hasn't even seen her since that night Rainbow had kissed her. This wasn't why she was packing a basket though. Twilight had wanted to have a picnic for a long time because she had found a book on it and it intrigued her.

"Well I reckon... I outta be off..." Apple-Jack didn't hesitate to dart out of the door so they wouldn't get a chance to ask her any more questions.

"Pinkie-Pie... Does she have a boyfriend?" Macintosh asked afraid of the answer.

"Nope!" Pinkie-Pie smiled wide.

"Thank Celestia..." Macintosh sighed in relief.

"But she does have a girlfriend!" Pinkie-Pie blurted out.

"Wh... WHAT...?" Macintosh stuttered.

"Yeah, Flutter-shy and Apple-Jack had a crush on Rainbow-Dash and then Flutter-shy admitted her feelings to Rainbow-Dash, then Rainbow-Dash said she liked some-pony else. Which turned out to be Apple-Jack which Apple-Jack regrets because if she had known she would have admitted her feelings sooner and the only reason she didn't admit her feelings was because she was afraid that Rainbow-Dash or the others would think she was nasty for liking another girl. Flutter-shy broke down and Apple-Jack went to comfort her and Rainbow-Dash showed up later to apologize and was met by Apple-Jack. She admitted she was the reason Rainbow-Dash had turned down Flutter-shy. Rainbow-Dash kissed Apple-Jack and ZOOOOM she flew off without another word, probably because she was embarrassed and afraid of her reaction." Pinkie-Pie said in a thousand words per minute. She didn't show any signs of running out of breath or even inhaling between sentences.

Macintosh's eye twitched as he tried to keep up with Pinkie-Pie, "Um... wait... How'd you know all tis?"

"I get bored." Pinkie-Pie smiled wide.

"That... doesn't really answer my question..." Macintosh sighed shaking his head.

"OOHHhh... Sandwich" Pinkie-Pie spazzed as she grabbed a sandwich that the girls had made.

Macintosh frowned as he turned and left the house. He headed to the barn where most of his thinking usually took place. Especially when he needed to be alone. He plopped himself down on a hay-bale and pulled out a single strand and started chewing on the end.

"Why'd you run off?" Pinkie-Pie jumped up from out of nowhere.

Macintosh fell backwards off his hay bale and coughed up the hay that he had in his mouth.

"Macintosh?" Pinkie-Pie tilted her head with a goofy grin, "What's wrong?"

Macintosh sighed as he thought that he might as well tell her since he didn't much care otherwise, "I always was close to mah sister... Now she has a life of her own... friends outside the family... I feel like... were growin apart..."

"Family can never grow apart!" Pinkie-Pie gave an unusual wide smile.

"They do... and they can..." Macintosh sighed taking his seat back on top of his hay bale.

"Then you just need your own friends."

"Who would be friends with some field pony?" Macintosh spit out some remaining remnants of the piece of hay he was chewing.

"I would!" Pinkie-Pie smiled as she tackled Macintosh and he fell once again backwards, but this time Pinkie-Pie was on top of him.

Macintosh froze as he looked up at her. She just kept a goofy grin as she looked down at him. He had never been so close to a girl like this. He could feel her breathing on his nose. She smelled awfully nice compared to what he smelled like most of the time. Macintosh did something that he would never have thought of doing. Especially to a girl like Pinkie-Pie. He lifted his head up and pressed his lips against Pinkie-Pie's.

Pinkie-Pie immediately jumped off spitting, "EWWW eww ewww... Boy cooties."

Macintosh frowned with a crimson blush on his face. He got up and started running from the barn. He ran as fast as he could to get away from her. He clenched his eyes as he yelled at himself, "Why did I have to go and do sumthin like tat?"

"Do what?" Pinkie-Pie asked as she popped out from behind a tree, making Macintosh skid to a halt.

"Your... not mad?" Macintosh asked.

"I was only teasing, you don't really have cooties!" Pinkie-Pie giggled.

"Oh..." Macintosh blushed and fell quite, not exactly sure how to take Pinkie-Pie's answer.

"Really though, we could be boyfriend and girlfriend if you like?" Pinkie-Pie asked in an uncharacteristic serious voice.

"Um... I... don't... know how to be... a boyfriend..." Macintosh admitted.

"Then I'll teach you!" Pinkie-Pie smiled a over happy grin.

"Why... do I'a feel like I'm bitin off more than I'a can chew?" Macintosh said quietly to himself.

Author's notes:

Dairu: I don't much like Pinkie-Pie but I wanted to do a chapter about each pairing I wanted to do. I didn't want to pair Pinkie-Pie up with any of the others so I picked Macintosh.

Macintosh: Why you gotta be so mean?

Pinkie-Pie: Don't worry, I won't be too rough!

Macintosh: (Swallows in fear)


	5. Chapter 5

Chapter five: A rare encounter

Today Spike planned on helping Rarity with her outfits. She had once again taken on too many jobs than she could handle. Spike decided this would be his chance to impress his crush and hopefully she would like him even better for it. Spike knocked on the door to Rarity's boutique and patiently waited. No answer never came to him. He slowly pushed open the door to the faint sounds of steady breathing. Spike followed the noise to find Rarity fast asleep in front of her sowing machine. Spike shook her shoulder, "Rarity... wake up..."

Spike's efforts were ineffective. Spike frowned as he looked to the clock. The last outfit needed to be finished within an hour and he couldn't get her up. Spike smiled as an idea shot to his head, "I'll just take her designs for the dress and finish it, then she's bound to like me."

Spike looked up as he started to daydream.

"Oh Spike, My hero. The dress came out perfect and my reputation was saved." Rarity said as she pulled Spike into a hug.

"It was nothing my fair maiden." Spike blushed.

"Oh but it isn't just nothing, it's everything. For your efforts you deserve... a kiss!" Rarity smiled as she puckered her lips and her face was slowly nearing Spikes.

Spikes lips met hers as they began kissing as passionately as Spike inexperienced lips could manage.

End of daydream:

Spike snapped back to reality to realize he was holding Opal, Rarity's pet cat up and had been kissing her. Opal hissed as she tried scratching at Spike's thick scales. It barely made a scratch as Spike dropped her. Opal ran off as Spike turned to Rarity and slowly pulled the design out from under her. He pulled out the fabric and quickly began cutting out the design.

After several nicks to his claws and many back to the drawing boards. He finally finished with time to spare. Spike smiled at his wonderful artwork. Surprisingly it had turned out just as the picture looked. Just in time too, because a voice could be heard calling from downstairs, "Miss Rarity!"

Spike rushed downstairs rolling the dress down on the pony manikin.

"Very wonderful." The pony smiled, "But... wheres Rarity?"

"She couldn't make it but I was told to give you the dress." Spike smiled as he looked at the name on the design, "Mr. Hoity Toity!"

"Just Hoity will be fine young dragon. Give Rarity my regards and give her this invitation. I am going to have the dress present in a fashion show."

Spike took the invitation and smiled up at Hoity Toity, "Thank you Hoity."

Hoity Toity didn't answer as he took the dress, manikin and all out the door, leaving behind several gold coins. Spike rushed upstairs with a wide grin on his face. Just then Rarity opened her eyes with a yawn, "Spike..."

"I didn't want to wake you so I finished the dress." Spike said with accomplishment in his voice.

"Oh my god... you didn't... Where is this monstrosity that you've made?" Rarity insulted.

"But... it looked like the picture and everything... Hoity Toity even liked it..." Spike lowered his head with disappointment.

"He did!" Rarity asked with shock and excitement.

"Yeah, he even told me to give this to you." Spike handed over the invite.

Rarity began to read aloud the invitation, "You and a guest are hereby invited to the fashion show in Ponyville square."

"Can I go?" Spike asked with sparkles in his eyes.

"Of coarse you can go. You made the dress after all." Rarity smiled as she went over to the mirror, "Just think, Me as the center of attention as MY dress is adored."

"You mean... our dress?" Spike pointed his claw.

"Yes yes... our dress..." Rarity rolled her eyes.

Rarity looked back to the invitation to see what time was the show, "IT'S IN AN HOUR..."

Rarity started freaking as she rushed back and forth in her boutique, "What ever shall I wear!"

Spike rolled his foot in a circle on the floor as he said with a blush, "I think your beautiful even without some dress..."

"Just myself wont get the admiration of every-pony. Even if I am the most beautiful pony ever." Rarity grinned as she flipped her hair out of her face.

Rarity quickly picked out one of her favorite dresses. It was white with purple frills at the end of the dress. It had a head piece like a tiara. The white gown like dress had many purple gems in casings of what looked like frozen snow. Spike drooled as he looked in awe, "Wooow..."

"Let's go spike, a lady is never tardy." Rarity stated as she left the building.

Half an hour later they arrived to a crowd of ponies surrounding a stage in the town square, right next to the fountain. Rarity picked a table and sat across from Spike.

"This is so exciting!" Spike smiled happily.

"Yes I know, just imagine my name in lights, worlds greatest fashion designer." Rarity closed her eyes with a happy smile on her face.

"Ladies and gentleman, this years fashion show is happily residing in Ponyville square and even has Lady Rarity's finest work!" A indigo show pony stated up on stage, "Please enjoy as the show commences."

The indigo pony jumped off stage as ponies wearing Rarity's dresses went across the cat walk. Every-pony oohhhed and ahhhed at the fabulous dresses. Last in the lineup however was the dress Spike put together. The pony slowly and elegantly walked across stage. Her head held high when suddenly a rip could be seen in one of the seams.

"Oh no..." Spike was the first to say as Rarity's jaw dropped.

Every-pony started whispering when one pony could be heard, "Yes their elegant, but what's the use if they just... fall apart?"

"Disastrous, ugly, despicable..." Hoity Toity growled as he looked over at Rarity.

The dress fell all to shreds and Rarity's head hit the table as she started balling into her hooves, "I'm ruined!"

Hoity Toity trotted over as he angrily said, "You will never work in design again!"

"Hoity... she didn't make that dress..." Spike admitted trying to save Rarity's reputation.

"Oh really... Then who made this monstrosity?" Hoity Toity asked raising an eyebrow.

"I did... She was so tired... I couldn't get her up and I didn't want to force her to get up and I also didn't want her missing her deadline... I was only trying to help... I'm sorry..." Spike slumped with his shoulders slouching. His eyes ready to swell up with tears.

"Then Lady Rarity, I have to apologize. I'm sorry and I would love to showcase your designs, and as for you little dragon. You are a disaster and if Rarity was smart, she wouldn't ever let you near her boutique again!" Hoity Toity said with a snooty attitude.

Rarity immediately snapped, "Listen here you rude, arrogant, piss ant of a pony. Nobody, I mean nobody has the right to yell at someone like that, especially one of MY friends."

Rarity turned around and scratched the ground with her back hooves, throwing dirt onto Hoity Toity. Surprisingly to Rarity and Spike, the crowd was cheering. Apparently even though Hoity Toity was famous for his fashion sense. Absolutely no one liked his personality. Every-pony else was just too afraid to stand up to him in fear of being ruined in the fashion career.

Rarity smiled as she looked back to Spike, "Come on Spike, I'll carry you home."

Spike's heart skipped as he jumped onto Rarity's back and they slowly walked home. Rarity trying elegantly as possible to show off her dress as she left. As they reached Rarity's Boutique Spike jumped off her back as he followed her inside. They went up to Rarity's designing room and Spike stopped as Rarity turned to look at him, "Spike, thank you for finishing the dress. It was beautiful even if it didn't last long."

"I'm sorry too... Next time I'll try harder to wake you up." Spike said looking like he was being scorned.

"You had the best intentions at heart, and for that, I think you deserve a reward!" Rarity smiled as she stepped toward Spike.

Spike's heart skipped as his daydream was coming true. He puckered his lips and waited for his reward, clenching his eyes closed. Rarity took Spike's face in both hooves and kissed him on the forehead. Spike felt like he melted as she pulled away.

"Rarity kissed... me... WOOO HOOO..." Spike jumped up striking his heels together as he skipped out of Rarity's boutique.

Rarity giggled at the little dragon as he forgot to say goodbye. On the way home to Twilight, Spike kept whispering, "She kissed me... she actually kissed me..."

Author's notes:

Dairu: hehe... I hope you all liked this chapter, I could picture Spike acting that way. Just like dopey had on snow white when he expected a kiss on the lips and only got a kiss on the forehead.

Grumpy: I hate mushy kisses.

Pinkie-Pie: No one hates kisses, here I'll show you! (Jumps Grumpy and starts kissing all over his face.)

Grumpy: AHHH... get off of me you crazed Pony...


	6. Chapter 6

Chapter six: A little Sparkle in the sky

"Dear Princess Celestia, Turns out that your sister Luna has managed to fit in. Flutter-shy and her have really hit it off and are on their way to being best of friends. As for Apple-Jack and Rainbow-Dash, Rainbow-Dash apparently had a crush on Apple-Jack for awhile but now Apple-Jack can't seem to find her anywhere. Which personally I think she is just nervous of Apple-Jack's reaction. Spike managed to impress Rarity and even got a kiss from her. It was only on the forehead, but that didn't stop Spike from ranting about it over and over. Pinkie-Pie and Big Macintosh are going out as boyfriend and girlfriend now. Which to me seems a little weird. Every-pony is busy with there closest friend, secret crush, or even boyfriend and girlfriend. I wish I could find someone like that. Your loyal pupil, Twilight-Sparkle."

Twilight took the scroll, handing it to Spike, "Could you please send this Spike?"

"Of course." Spike said taking the scroll and breathing fire on it. Making it swoosh through the air and landing in front of Celestia.

Celestia read the parchment and began to write back. She sent it off using her magic, and Twilight-Sparkle caught it with her magic. The scroll magically opened and Twilight began to read, "I'm really glad your friends are doing well. Seems like you've been keeping to yourself since your friends are off doing their own thing. That is one of the reasons I want to spend today with you. I am on my way from my castle to spend my birthday with you. None of my subjects know where I will be and none of them should bother me. So I will be able to spend the entire day with you uninterrupted. Your teacher, Celestia."

"Oh my... I need to clean... prepare... Celestia is coming..." Twilight spazzed as she started using her magic to shove books onto the shelves.

"She wont mind a little mess, Twilight. It'll probably be a pleasant change from that sparkling and tidy castle." Spike pointed out.

"But I don't want her to think I'm a slob..." Twilight retorted.

Spike sighed as he replied, "Then let me help..."

Spike then started putting books in there rightful place. Didn't take long to organize all the books and everything seemed to be in it's place. A knock came to the door as Twilight neared and opened it. Twilight instantly bowed as she saw that it was Celestia.

"Hello Princess." Twilight greeted.

"Hello Twilight." Celestia smiled.

Twilight tilted her head confused as she looked over Celestia's weird outfit, "Princess, why are you wearing that?"

"I didn't want to be disturbed, I needed to escape the palace for awhile. Every-pony is trying to drown me with presents." Celestia pointed out.

"Your safe here Princess." Twilight-Sparkle stated with her head held high.

"Thank you Twilight." Celestia smiled.

"I guess going outside is out of the question, some-pony would spot you." Twilight thought for a moment.

"I don't mind spending the day here, with you." Celestia gave a reassuring happy smile.

"Ok then, what should we do?" Twilight asked.

"What do you usually do Twilight?" Celestia asked curiously.

"Well I usually read, or spend time with my friends." Admitted Twilight.

"You know what I really want to do?" Celestia said with excitement rising in her voice.

"What is that Princess?" Twilight asked.

"Just curl up next to the fire and take a nap!" Celestia smiled big.

"It's the morning though..." Twilight stated in confusion.

"I know, but at the palace I never get to rest. It's always some kind of business. I would love to just be lazy for a day."

Twilight giggled at the Princess and then used her magic to throw a couple logs into the fireplace. The fire roared to life with a spark of her magic. Twilight was the first to curl up next to the fire and she turned her head to look to Celestia, "Come on princess, the fire feels nice."

Which the fire did feel really nice. It was getting colder outside because of the season. Twilight didn't get too cold however and didn't waste wood until it was night time. Celestia walked forward and curled her body around Twilight-Sparkle's. Twilight swallowed feeling Celestia's body up against hers. Celestia didn't think twice about it as she wrapped her wing around Twilight's lower half. Twilight's eyes shrunk and her heart raced at the touch of her teacher.

"This feels perfect." Celestia said in a calming manner.

"Yes... it... does..." Twilight blushed as she lowered her head onto her hooves.

Celestia didn't take long to fall asleep. Twilight couldn't fall asleep because she was too shocked at how close she was to Celestia. Twilight noticed that Spike was packing a bag.

"Spike..." Twilight whispered.

"Don't worry Twilight, I just promised Rarity I would help again today with some dresses." Spike stated as he threw his bag over one shoulder and his blanky over the other.

"You never take your blanky unless your staying the night..." Twilight stated the fact.

"Yeah, Rarity needs to finish the dresses by tomorrow. Even though she yelled at Hoity Toity, he still decided to showcase some of her dresses." Spike waved as he opened the front door, "I'll see you tomorrow Twilight."

"Good... Bye..." Twilight stuttered not sure if being absolutely alone with her teacher would make her even more nervous.

Spike silently and carefully closed the front door and was off. Twilight sighed as she looked over her teacher's body, that is what she could see from being under her wing. Twilight looked down to see Celestia's hoof extended toward her as it was stretched across the floor.

"I shouldn't... What would she think..." Twilight whispered to herself.

Twilight's heart raced as she started to fight herself whether or not she was going to lay her head down on Celestia's right foreleg. Twilight's heart skipped a beat as she went for it. Quickly laying her head onto Celestia's leg. Before she realized it, Twilight was nuzzling her cheek against the soft fur of Celestia's leg. Twilight was snapped back to reality as Celestia wiggled in her sleep and whispered, "Twi... Twilight..."

"Sh... She's dreaming... about me?" Twilight said in a shocked voice.

Twilight now was blushing furiously. She looked away as she laid her head down on her own hooves. She clenched her eyes closed trying to force away her nervousness and embarrassment. As she calmed down she didn't realize when she had fallen asleep.

Dream mode:

"Twilight, I love you." Celestia said in a calm collected manner.

"Princess... What would every-pony think... I'm your star pupil and a girl..." Twilight frowned.

"So you don't want me?" Celestia asked as she forcefully rolled Twilight onto her back, holding down her forehooves to the floor.

"Celestia... I didn't... say that..." She blushed ignoring the fact she was being held down for some odd reason.

"Then don't worry about anything else, I love you!" Celestia said as she quickly pressed her lips against Twilight's.

Twilight whimpered against the kiss. She felt herself getting wet between her legs.

Twilight darted up in shock from her dream. She panted trying to regain her composure. She wiggled her legs noticing she really was wet. She was aroused and sweat covered her body. She tried wiggling out from under Celestia's wing to go wash up but to no use. Celestia just tightened her grip as if clinging to a teddy bear. Twilight whimpered in frustration as she struggled to free herself. Finally after several attempts she freed herself, which in effect made Celestia open her eyes, "Twilight?"

"Um... Princess..." Twilight panicked, "I was just..."

A scent passed across Celestia's nose, "Oh..."

"Oh... Oh what?" Twilight blushed looking around as if looking for an escape.

"Twilight calm down, your going to give yourself a heart attack..." Celestia said in a calm kind voice.

Twilight blushed as she sat down, trying desperately to calm her breathing.

"Much better, now let me see what I can do to help your arousal." Celestia still had the same calmness about her.

"Say what?" Twilight's pussy twitched at what she had just heard. Her teacher was closing near to her and she didn't know what to do. She didn't know if she should run, or just say no.

By the time she was starting to decide, her lips were met with Princess Celestia's. Twilight immediately moaned against the kiss. Twilight's treasure making a prominent puddle under herself.

"Princess... What are... ahh..." Twilight couldn't finish her question as Celestia slowly pushed her to her back.

"Relax, it's ok." Celestia said in a kind subtle voice.

Twilight looked surprised at Celestia, could this really be happening. Twilight's judgment faded away as Celestia turned her attention to Twilight's neck. Twilight moaned out at her advances. Totally losing herself and uncaring if this was wrong or not. Teacher and pupil letting go and having their way with each other. Celestia was the only one having her way at the moment though. Celestia's kisses trekked down her neck over her chest. Slowly and teasingly over her indented belly button.

"No... Not... there..." Twilight beckoned with a whisper that Celestia just ignored and kept her kisses downward.

Celestia reached her goal as Twilight's head shot back and her back arched off of the floor as Celestia's tongue searched Twilight's cavern. Twilight's hooves instinctively pushed Celestia's head down deep inside her, making her lick deeper and deeper. Twilight could quickly feel her first orgasm growing and becoming unbearable. Twilight screamed out making the walls vibrate as her walls clenched tight around Celestia's tongue. Trying to milk it as if it could offer some kind of juice. Twilight's body fell limp with several after shudders from her orgasm. Celestia pulled away and licked her lips, "You feel better now?"

Twilight tried to answer but all that came out was several whimpers and pants. Twilight sniffed as she smelled something other than her own arousal. It was Celestia, she was turned on from licking Twilight. Twilight pushed herself up with what seemed like the last of her strength and kissed Celestia.

"Don't worry Twilight, you don't need to do anything." Celestia gave a smile.

"But... I want too..." Twilight whispered still with pants in her voice.

Celestia gave a calming smile as she laid on her back to make it easier for Twilight. Twilight slowly walked in between her legs and marveled at the treasure before her. She started with the clit licking lovingly at the juices that scented her nose. Celestia gave out moans of her own as she wiggled under Twilight's affections. Twilight couldn't believe what she was doing, licking her teachers pussy, and she loved every moment of it. Her tongue was venturing deeper and deeper into Celestia's tunnel and then she seemed to have hit the spot as Celestia's head darted back with a loud moan. Her wings pressing against the floor making her arch her back even further. Twilight tried her best to pay attention to that same spot which rewarded her with several loud moans from the princess. Twilight winced as she felt juices squirt out over her face as Celestia apparently convulsed with her first orgasm.

"Twilight..." Celestia moaned as her body twitched angrily.

Twilight pulled away licking her mouth as she rubbed Celestia's clit waiting for her orgasm to ware itself out. After several moments, Celestia's body finally started to calm itself down. Twilight crawled up onto Celestia's stomach and rested her head against her teacher's chest.

"So..." Celestia started to ask in between pants, "What... did you learn... this time?" Celestia couldn't help but giggle.

"I actually did learn something..." Twilight blushed.

"Oh? And what would... that be?" Celestia still panted trying to catch her breath.

"I learned that sometimes friendship means a whole lot but even friendship isn't always enough. Sometimes taking a friendship one step further can make everything seem a whole lot more." Twilight stated.

"And that Twilight, is what love is called." Celestia smiled.

"Love...?" Twilight questioned.

"Yes, and I have loved you for a very long time." Celestia admitted.

"I love you too princess Celestia." Twilight whispered as she nuzzled her chest.

Author's notes:

Dairu: Yay the first sex scene. Just a warning though, the next several chapters will most likely be romance galore.


	7. Chapter 7

Chapter seven: Little Dash of a Rainbow

Apple-Jack weakly kicked the apple tree. Her thoughts of Rainbow-Dash making it impossible to focus on the Apple buck season. Her heart was aching, it had been a week since she had seen Rainbow-Dash. She had figured Rainbow-Dash was just in shock, but now she was worried if she was ever going to see her again. Her heart sank as she just collapsed onto the ground with tears welling up in her eyes, "Oh Rainbow..."

For the longest time she had been ignoring her feelings for Rainbow-Dash. Now that she knew Rainbow-Dash liked her back, she couldn't ignore her feelings any longer. Although... she couldn't find her.

Meanwhile Rainbow-Dash silently hid up on a cloud, looking through a tiny peep hole down to Apple-Jack. She was ready to just race down there but her heart was torn about her reaction. The past rushed through her mind as she remembered how she had met Apple-Jack, along with how she earned her cutie mark.

Several years ago:

"Good going Clutter-Shy!" A mean brown Pegasus teased.

"Yeah, Clutter-Shy!" A second Pegasus pony teased.

"Leave her alone!" A Cyan Pegasus yelled.

"Oh look who it is, it's Rainbow-Crash." The brown Pegasus laughed.

"At least I can beat you boys in a race!" Rainbow-Dash yelled with accomplishment on her face.

"We will see about that."

The two boy Pegasus, and Rainbow-Dash all lined up at the starting line and Flutter-Shy stood holding a flag in her teeth. She then waved it signaling the Pegasus to start. Flutter-Shy fell from the clouds and Rainbow-Dash was off. She sped through the obstacle course and she easily left the others behind. A Sonic Rain Boom formed around her as she broke the sound barrier. Later on she had learned that when she had made the sonic rain boom, that the rainbow that was formed, was the only reason Apple-Jack had returned home from Manehattan. She had came down to Ponyville in search of Flutter-Shy and was walking through an apple-orchard. Rainbow-Dash froze as she saw a pony rush up to her, "Yer the one that made tat Rainbow, didn'tcha?"

Rainbow-Dash looked over the orange pony before nodding, "Yeah... what of it?"

The orange pony didn't reply, she attacked Rainbow-Dash in a hug, "Yer tha reason that I found out where I truly belonged!"

"Excuse me?" Rainbow-Dash asked in a confused shock.

"I was livin wit my aunt and uncle in the big city, and I was'a hatin it too! Then I looked out the window more homesick than an abandoned pup when I saw yer rainbow. Then I realized my place was here in apple acres!" The orange pony smiled.

"Your... welcome?" Rainbow-Dash nervously stuttered.

"Oh how rude, I'm Apple-Jack!"

back to the present:

Rainbow-Dash's eyes went wide and her heart skipped with shock as she saw Apple-Jack collapse and tears escape her eyes. Apple-Jack was the strongest filly that she knew. She had never once seen her cry. She forgot the reason she was hiding as she darted right through the cloud down next to Apple-Jack, "Apple-Jack... what's wrong?"

Apple-Jack's heart raced as she heard the voice. She didn't believe her eyes as she stood up and was left speechless.

"Are you... Ok?" Rainbow-Dash asked with worry.

Apple-Jack snapped out of it as she sniffled, "I... was worried... I wouldn't see you again..."

"Why would you think..." Rainbow-Dash cut herself off as she instantly remembered the reason she was hiding in the first place, "The... kiss... Apple-Jack... I'm sorry... I really like you and I couldn't hold back my feelings any more... I will understand if you don't like me anymore..." Rainbow-Dash lowered her head, still fearing that Apple-Jack was going to dislike her because she was into other fillies.

Apple-Jack smiled as she wiped away some of her tears, "Why could I ever hate you... Especially... When I love you?"

Rainbow-Dash was the one to fall silent this time. Her heart raced and her eyes wide and frozen on the orange pony before her. Her eyes locked with Apple-Jack's emerald eyes.

"Rainbow... did'ja here me?" Apple-Jack asked tilting her head.

"I... Love... you too..." Rainbow-Dash whispered so low that Apple-Jack didn't catch it.

"Sorry sugarcube, can't hear ya." Apple-Jack frowned as she turned her ear toward her.

Rainbow-Dash answered by pressing her lips firmly against Apple-Jack's. It lasted what seem like forever. Rainbow-Dash hesitantly pulled away and used every last ounce of her courage just to not dash away like last time. Rainbow-Dash didn't know why, but her gaze was stuck on Apple-Jack's hooves. She couldn't get herself to look up at her. Apple-Jack's head was swirling from the kiss, and she couldn't help but giggled at the blush on Rainbow-Dash's face. Rainbow-Dash was usually full of confidence and maybe even a little bit obnoxious. It just tickled Apple-Jack to death that kissing her made Rainbow-Dash act this way, "Yer awful cute when your embarrassed like this."

This just made Rainbow-Dash blush more and she turned as she expanded her wings, just about ready to fly off.

"Aww come on Rainbow, It was a compliment." Apple-Jack giggled as she walked toward Rainbow-Dash.

Rainbow-Dash still didn't look at her. She just kept looking away until Apple-Jack pulled her chin up and gave her a kiss of her own. Rainbow hesitated as she felt Apple-Jack's tongue try to push it's way into her maw. She slowly parted her lips and moaned slightly as she felt a new experience as Apple-Jack searched her mouth. This was Rainbow-Dash's first kiss and she was surprised at how expertly Apple-Jack seemed to be. Apple-Jack slowly pulled away and they both panted for air. They blushed seeing that their lips were connected by a string of saliva.

Rainbow started swirling her hoof in the dirt as she asked slowly, "Does... this mean... were mates?"

"If that is what ya want, Sugarcube?" Apple-Jack smiled as she waited for an answer

Rainbow-Dash slowly nodded and slightly yelped as she was tackled by an overly happy Apple-Jack. Their mouths met for another kiss but this one not lasting as long as Apple-Jack pulled away, "I gotta get back to work on apple bucking season, but as soon as I'm done, we gonna go on a date!"

Apple-Jack trotted away leaving a stunned Rainbow-Dash, with an apparent blush on her face as she repeatedly muttered, "Date..."

Rainbow-Dash usually flew up above the sky, but today she felt that if she didn't keep her hooves on the ground, she would float away. She walked through the center of town with a red streak on each cheek. Her mind clouded by Apple-Jack.

"Hello... Earth to Rainbow!" A voice said trying to get Rainbow's attention.

"Uh... What...?" Rainbow snapped her head up to see Rarity.

"What's wrong? Are you getting sick?" Rarity asked with concern.

"No... It's... nothing..." Rainbow-Dash didn't know what to say. She couldn't just blurt out the truth.

Rainbow-Dash was still skeptical about being made fun of. Especially by her closest friends.

"You know you can tell me anything if you need to talk, Rainbow." Rarity said sweetly.

Rainbow lowered her gaze to the ground and she swirled her hoof in the dirt. Unsure if she should risk it. Rainbow-Dash swallowed as she decided to talk to her about it, "Well... I have a date... and... I've never been on one before..."

Rainbow had decided against telling her the full details.

"Oh! Don't you worry, just leave everything to me! I will get you fixed up for your date!" Rarity spazzed.

Rarity turned toward the direction of her boutique and without realizing it, she was using her magic to pull Rainbow-Dash with her.

"Wait! Come on... No..." Rainbow's pleas were unheard as Rarity kept babbling about how she was going to dress her nice and pretty for her date.

Rainbow grunted as Rarity took measurements of her torso, legs, head, and everywhere else.

"Trust me Rainbow, You will astonish that pony of yours." Rarity smiled as she picked out several different cloths. Rainbow decided to try and escape while Rarity's back was turned to only be pulled back by Rarity's magic as she tried to match a fabrics color to her mane and skin.

"Perfect!" Rarity smiled as she used magic to start drawing patterns on several different fabrics. All the fabrics were the colors of the rainbow. To match Rainbow-Dash's mane and tail. Every time Rainbow tried to escape, she would get tugged back by Rarity's magic. Rarity was so busy thinking she was being generous by prepping her friend, she didn't see how uncomfortable and scared Rainbow was about this date.

"All done!" Rarity smiled as she used her magic to pull Rainbow behind a curtain as her magic expertly dressed Rainbow-Dash. The curtain pulled off to the side as Rarity giggled, "Perfect, That lucky pony of yours will never know what hit him!"

Rainbow hesitantly walked to the mirror and her jaw dropped. Rainbow's mane was brushed forward over her left eye. Making her hair look similar to Flutter-Shy's hair style. A rainbow colored skirt lay covering most of her flank, but she could tell it was a short skirt. Because you could still see her hind legs and her rainbow tail. A short shirt went around each fore-leg but clearly showed off her belly. Which Rainbow-Dash started to imagine what Apple-Jack would say.

Rainbow's daydream:

"Why Rainbow, Aren't you just the pertiest thing I ever did see?" Apple-Jack grinned evilly.

Rainbow didn't answer as she looked away blushing.

"Come here lover filly!" Apple-Jack snickered as she pounced Rainbow-Dash sending her to her back.

Back to reality:

Rainbow's mouth had closed and now a clear blush was on her face. Which was currently being covered by a powdered pad that Rarity was using with her magic to add blush to her face.

"You never did say who your date was, Rainbow." Rarity asked as she looked over her handy work.

"You... Don't know her..." Rainbow said hoping Rarity wouldn't pry.

"Well where is she going to take you?" Rarity asked as she put the make-up away and caught Rainbow off guard when she pulled out a camara.

Rainbow flinched with each picture as she sighed, "I don't know... Apple-Jack didn't say..." Rainbow's heart stopped at what she said.

"Apple-Jack? Did she pair you up with some-pony?" Rarity questioned.

"Yeah... that's it... She paired me up with some-pony..." Rainbow gave a weak revealing laugh.

"You are knock dead gorgeous, I hope that pony can handle your magnificent beauty!" Rarity said patting herself on the back for her own work on Rainbow-Dash.

Rainbow-Dash frowned and sighed.

"Do you not like it?" Rarity asked with concern.

"I love it... but... isn't it a bit much...?" Rainbow asked.

"It's never too much for a first impression, OR a first date!" Rarity smiled wide, "If you play your cards right, you might even get lucky." Rarity giggled.

Rainbow's head darted toward Rarity with shock, "LU... lucky..."

"I'm just kidding, But if he does try anything, use this." Rarity said using magic to pull a small red and square package from a drawer.

"A... condom..." Rainbow stuttered and blushed.

Rainbow just imagined Apple-Jack trying something tonight. That even made Rainbow forget her nervousness for a moment as she pictured Apple-Jack laughing as she pulled out the condom.

"What's so funny?" Rarity frowned.

"No... nothing..." Rainbow-Dash said frowning as her nervousness returned.

Rarity shrugged her shoulders and Rainbow watch as she dressed herself in her own clothes.

"Do you have... a date too or something?" Rainbow asked curiously.

"Why yes I do! Spike finally asked me out so I decided to humor the little dragon and let him take me out for a smoothie or something." Rarity smiled as she dressed herself.

Rarity's dress was similar to Rainbow's in style, but was white with purple frill around the edges. Rainbow's heart stopped when she heard a voice calling from downstairs, "Hey Rarity, Are ya here?"

"Oh no..." Rainbow spazzed as she heard Apple-Jack's voice.

"I can't seem to find Rainbow-Dash anywhere." Apple-Jack stated as she waited downstairs of the boutique.

"Just a minute!" Rarity called down before turning to Rainbow-Dash, "Now let's show off your dress to Apple-Jack, Elegantly head downstairs, your head held high."

Rarity pushed Rainbow toward the door. Rainbow-Dash fought and was winning until magic was involved. Rainbow was pushed out of the door and the two pony's headed down the stairs slowly. Apple-Jack froze as she gawked at the frilly Rainbow-Dash. Rainbow was trying her best not to just run away and never come back, but something stopped her. She had never seen Apple-Jack act this way. Apple-Jack had a clear red blush on her orange face. For the first time, Rainbow was seeing a frozen Apple-Jack. Apple-Jack was always energetic and strong, and here she was frozen by the beauty of Rainbow's dress.

"You two have fun on your date!" Rarity grinned.

Rainbow shot Rarity a confused yet shocked look at what she said.

"Sorry Rainbow, I told Rarity about our date..." Apple-Jack lowered her head apologetically, "And looks like she done as I asked too."

Rainbow-Dash's mouth was once again agape with shock at what she was hearing.

"Sorry Rainbow, but I knew who your date was, She asked me to dress you up." Rarity was waiting for Rainbow to explode in anger.

However shockingly, Rainbow just walked up to Apple-Jack giving her a light slap with her wing, "You sly little..." Rainbow started with slight rage in her voice.

"I'm sorry... Rainbow... I just wanted..." Apple-Jack was starting to regret getting Rarity involved until something unexpected happened. Her sentence was cut off as her lips were met by Rainbow's.

Several seconds passed before Rainbow pulled away, "Come on... Let's go."

Rainbow left the boutique and Apple-Jack gave Rarity a shocked look. Rarity giggled as she winked to her before nodding her head as to gesture for her to catch up to Rainbow-Dash.

Author's notes:

Dairu123: Here is another chapter, I wasn't really planning the chapter out like this, but as I kept writing, it kind of came to life. Pretty much writing itself with my imagination. Personally I like where it is heading.

Rainbow-Dash: Me too! (Rainbow grinned and winked at Apple-Jack.)

Apple-Jack: (blush)


	8. Chapter 8

Chapter Eight: Dates to remember.

Apple-Jack was gone with her date with Rainbow-Dash. Now it was Rarity's turn to get dressed. She quickly headed back upstairs of her boutique and pulled back a curtain that revealed a white, diamond encrusted dress. It was see through and you could still see her entire body, but it was laced with purple making her mane and tail pop out more. The diamonds mixed in with her cutie mark making it sparkle. Rarity added the finishing touch by adding the tiara to the top of her head. She heard a knock at the door and the voice of Spike, "You ready lady Rarity?"

"Why yes Spike, lead the way." Rarity smiled at the little dragon.

Rarity followed Spike out of her boutique. Spikes tail wagging happily as he finally got a date with his crush.

Meanwhile With Flutter-Shy:

"Flutter-Shy... say goodbye too all your animals at once, not each individually..." Luna sighed in slight frustration and also anticipation for their date.

"But... I don't want them feeling left out!" Flutter-Shy said in a hushed tone.

"Look, there not even paying attention, let's go!" Luna frowned.

"Ok ok..." Flutter-Shy replied laying down some hamsters onto the floor before she turned to angel, "You're in charge while I'm gone."

Angel grabbed a carrot and saluted Flutter-Shy before walking back and forth like a soldier would. Luna walked toward the door, looking back to see if Flutter-Shy would follow. Flutter-Shy kept looking back at her animals as they left the cottage. As soon as the cottage was out of sight, a small faint music could be heard. Flutter-Shy's cottage was booming with strob lights and loud party music as Angel started to party with the other small animals.

"What if one of them get sick?" Flutter-Shy lowered her head.

"Then Angel will come and get us, Don't worry Flutter-Shy." Luna nuzzled Flutter-Shy's cheek.

"Ok..." Flutter-Shy looked back one more time even though all she could see was trees and the road.

They had heard about Pinkie-Pie holding a couples night at the Sugarcube corner. It came into view and approached the door. Right as the reached the door, they were shocked at who all they seen. Apple-Jack and Rainbow-Dash were accompanying each other. Then following behind them were Rarity and Spike. Approaching behind Luna and Flutter-Shy was the shocking of all, Twilight-Sparkle and Princess Celestia. Every-pony's head jerked at the shocking unsuspected couple. They kept quiet trying not to offend. Every-pony went inside Sugarcube corner to see Pinkie-Pie and Big Macintosh.

"Big... Macintosh...?" Apple-Jack swallowed in shock, "Are you... mates with Pinkie... Pie?"

"Eyup!" Big Macintosh stated in his usually deep voice.

Apple-Jack blinked twice at the shock of the unusual pair. Pinkie-Pie loud and obnoxious with the quiet shy and strong Big Macintosh. Apple-Jack tried to shake it off as she turned to Rainbow-Dash, "I'm... going to get some punch..."

Rainbow nodded as she took a seat at one of the pink tables.

"Luna, I'm glad to see yourself growing so close to another." Celestia complimented.

"Thank you big sister!" Luna smiled rubbing her side up against the blushing Flutter-Shy, "And I see you've grown quiet close to some-pony also."

Luna winked at her sister and grinned at Twilight. Which made Twilight blush furiously.

Twilight backed away slowly as she stated, "Excuse me princess."

Twilight turned and darted toward the filly's rest room using magic to grab hold of Apple-Jack, "Come with me!"

As Apple-Jack was jerked away, she had dropped her drink. Apple-Jack collected herself as she asked, "What is it Sugarcube?"

"I'm... just so embarrassed, Me and Celestia kind of... well I'll leave out the details, but every time I try to talk around her now, I get all chocked up. At least I do when I'm in front of Celestia and another Pony!" Twilight spazzed.

"Just calm down! It's ok to be a little nervous, especially with the same sex relationships... Every-pony here are friends and not to mention just about every-pony here is with the same sex, excluding Pinkie-Pie, Big Macintosh, Rarity, and Spike."

"Ok... Just gotta calm down..." Twilight started panting deeply.

"Twilight... you're gonna hyperventilate if yer not careful." Apple-Jack stated, "Now if you excuse me, I don't want Rainbow-Dash worrying about me."

"O... ok..." Twilight hung her head low as she followed Apple-Jack out of the bathroom.

Rainbow-Dash saw Apple-Jack leaving the bathroom and she hurriedly walked toward here as she whispered to her, "Apple-Jack... This seems awkward... were not the only gay couple... but... it still seems weird."

"I know Sugarcube, Twilight was telling me the same thing... I think I have an idea though to lift the awkwardness away." Apple-Jack stated, "That is... if yer wit me?"

"Sure, bring it on!" Rainbow grinned.

Apple-Jack started whispering into Rainbow-Dash's ear and a blush could be seen forming onto Rainbow-Dash's face, "O... Ok... if you think that'll work..."

"Just trust me." Apple-Jack smiled as she walked over to Pinkie-Pie and whispered into her ear.

"OKIE DOKIE LOKIE!" Pinkie spazzed in her usual way as she darted over to the jukebox and hitting it with her hoof making it play a slow song. Pinkie-Pie then dimmed the lights and rushed over to Big Macintosh, "Come on and dance!"

"Eyup!" Big Macintosh stated as he followed her onto the dance floor.

Apple-Jack returned to Rainbow-Dash and extended her hoof. Rainbow hesitantly took her hoof and was pulled up onto their hind legs as Apple-Jack took one of her hooves in one, and her other hoof rested on Rainbow-Dash's waist. The other pony's watched wondering if they had the courage to join in. Pinkie-Pie and Big Macintosh were already dancing, and soon to join in was Rarity and Spike. Luna didn't take no for an answer as she pulled Flutter-Shy onto her hind legs and they joined in on the dancing. Then next was Twilight and Celestia, which was awkward since Celestia was so much bigger, which pretty much ended up with Celestia carrying Twilight in her fore-hooves.

"I... It's working!" Rainbow exclaimed.

"Told ya so." Apple-Jack said with a smile.

Rainbow blushed as her gaze was caught in Apple-Jack's eyes. Her heart raced and she tried to hide her embarrassment by resting her head on Apple-Jack's shoulder.

"Nah ah, You gotta look at me while we dance, Sugarcube." Apple-Jack giggled as she shook Rainbow's head off her shoulder.

Rainbow darted her gaze as her cheeks burned with a red fire. Rainbow-Dash was growing more nervous and hesitant as the song went on. They both could tell that the song was nearing the end and Rainbow yelped as she was tilted backwards in Apple-Jack strong arms. Rainbow froze as she could feel the eyes of all her friends were watching them, "AJ... Their all watching..."

Apple-Jack lowered her head to Rainbow's ear and whispered, "I know."

Before Rainbow could react, her lips were forced together with Apple-Jack's. The whole room seemed to freeze watching Apple-Jack and Rainbow-Dash kiss. Apple-Jack's tongue pressed it's way into Rainbow-Dash's mouth and the room seemed to melt away as she started returning the kiss. She moaned into the kiss feeling Apple-Jack's tongue scrape the roof of her mouth. Both of their lungs began begging for air which forced them to break the kiss. Apple-Jack pulled her back up letting her get back onto her own four hooves. Rainbow-Dash and Apple-Jack noticed that they had started a kissing frenzy. The awkwardness was lifted. Even Big Macintosh and Pinkie-Pie were kissing. Spike puckered his lips waiting for Rarity which just made her giggle as she kissed Spike on the forehead. Spike melted as a grin formed on his face.

Rarity lowered her head to Spike's ear as she said, "Maybe when your not such, a baby dragon, maybe we can do more!" Rarity giggled as she winked at the little now blushing dragon.

Spike swallowed as he watched Rarity walk toward the punch table. The rest of the night seemed to be more bright and full of laughter. No one felt awkward anymore and stayed with their mate for the whole night. It wasn't until one or two in the morning before every-pony started parting ways.


	9. Chapter 9

Chapter Nine: Cir-cum-stances.

Flutter-Shy awoke surprised at what she saw. Luna snuggled up next to her with Luna's wing wrapped around her. Flutter-Shy pulled away and sniffed at Luna's nose which made Luna squirm.

"Wake up." Flutter-Shy nuzzled Luna's cheek.

Luna rolled onto her side, ignoring the gentle calls from her girlfriend. Flutter-Shy pouted unable to wake up her mate. Flutter-Shy jumped back blushing and shaking her head at the naughty thoughts about how she could wake Luna up. She couldn't believe she was thinking about licking Luna's treasure to wake her up. Flutter-Shy swallowed trying her best to advert her mind away from the thought.

"Ma... Maybe just a peak..." Flutter-Shy whispered as she went behind Luna and lifted up her tail with her wing. Flutter-Shy winced as a wave of erotic smells hit her nose. Before Flutter-Shy knew it, her own hole was dripping a trail of her juices. Flutter-Shy pulled quickly away in shock from the intense smells emanating from Luna. Flutter-Shy blushed as she flew upstairs in a hurry and plopped down on her bed. Her hoof darted between her legs and she pressed her hoof against her opening. She instantly moaned quietly as she couldn't stop herself. She had Luna's scent on her mind and she was too far gone to stop herself. She didn't even notice the figure heading up the stairs. Flutter-Shy jumped up in shock as her hooves were pushed to her side and held down.

"Wh..." Flutter-Shy noticed it was Luna and before she could ask what was happening, Luna darted her nose in-between Flutter-Shy's legs and ran her tongue over Flutter-Shy's treasure. Flutter-Shy's head hit the pillow as her mouth sprung open with a surprisingly loud moan. Luna let go of Flutter-Shy's hooves which her hooves went to pushing Luna's head deeper into her pleasure zone. Luna happily ate out her lovely mate, tasting the sweet flavor of fruit. Flutter-Shy's heart was racing trying to keep up with her moans and pants. Flutter-Shy had never had an orgasm overpower herself like that. She couldn't even see it coming before her whole body convulsed, squirting mast amounts of gooey liquid into Luna's mouth. Luna gently pulled away licking her lips, waiting for Flutter-Shy to come down from her natural high.

"I expect you liked it?" Giggled Luna.

Flutter-Shy couldn't answer as her pants slowed and her body tried to relax. Flutter-Shy started to look like she was going to fall asleep before Luna patted Flutter-Shy cheek, "Nuh huh, it's my turn my little filly." Luna grinned as she laid on her back, displaying herself to Flutter-Shy.

Flutter-Shy forced herself up and blushed looking at Luna's lovely hole. Flutter-Shy ran her tongue over her mates hole, tasting her glorious sweet flavor. Luna rested her head back onto Flutter-Shy's bed as she murred in pleasure. Flutter-Shy blushed as another idea popped into her mind. She reached to her nightstand and pulled out a six inch vibrator. Luna raised a brow in confusion. Being locked away for a thousand years, she had never seen a fake penis before.

Luna watched in wonder as the fake penis started humming. Flutter-Shy stuck the tip to Luna's entrance and Luna's head forcible darted back with a yelp of pleasure. Her hooves clenching the beck and her wings curling. Flutter-Shy's moans could be heard joining in as she laid on her back, grinding her clit against the other side of the vibrator. Grinding the toy in-between the two Pony's treasures. Flutter-Shy never could last long with her vibrator, but she was hoping Luna wouldn't be able to either. Flutter-Shy grinded her hips frantically as both Luna and Flutter-Shy squirted out juices. Wetting the bed and their tails. Moans could no longer be heard as their mouths were agape and they were breathing to frantically to make any noises. The feeling was just too much. Flutter-Shy reached down turning the vibrator to it's highest setting was just too much for either of them. Flutter-Shy whimpered as her mind seemed to short circuit. She pressed on more hard time against Luna as her pussy tried to suck in the toy from it's side. Luna lasted only a moment longer than Flutter-Shy as her lower region exploded with juices onto Flutter-Shy's stomach. Flutter-Shy lowered the vibrator setting to a halt as they both collapsed onto the bed. The toy still squeezed in-between the two of their holes.

"I love you..." The two pony's pleaded at the same time. They both smiled as consciousness left their minds.

Author's notes:

Dairu: Sorry this one was so short, but this is the end. I wasn't planning on a Spike and Rarity pairing because Spike's just a baby, maybe in a future story I'll work around it. As for Pinkie-Pie, I just don't much like her so no. I hope every-pony liked my pairings though. If not, I hope you guys at least liked my story.


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